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Fusemachines (FUSE) director gets 50,000 RSUs as Dolma ownership corrected

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Gocher Timothy Edward reported acquisition or exercise transactions in this Form 4 filing.

Fusemachines Inc. director Timothy Edward Gocher reported an amended insider filing that both corrects past ownership disclosure and records a new equity award. The amendment clarifies that Dolma Impact Fund directly holds 2,677,293 shares of Fusemachines common stock, with Dolma’s investment committee holding voting and dispositive authority, and that Gocher does not participate in matters regarding these shares under Dolma’s policies.

Separately, Gocher received a grant of 50,000 shares of common stock on January 6, 2025, in the form of Restricted Stock Units under Fusemachines’ 2025 Omnibus Equity Incentive Plan. These RSUs vest in two equal installments over one year, and each RSU represents the right to receive one share of Fusemachines common stock, leaving Gocher with 50,000 shares directly owned after the award.

Positive

  • None.

Negative

  • None.
Insider Gocher Timothy Edward
Role null
Type Security Shares Price Value
Grant/Award Common Stock 50,000 $0.00 --
Holdings After Transaction: Common Stock — 50,000 shares (Direct, null)
Footnotes (1)
  1. The purpose of this amendment is to correct the beneficial ownership of securities disclosed in the report filed by the Reporting Person with the Securities and Exchange Commission on January 8, 2026 (the "Original Report"). Dolma Impact Fund ("Dolma") directly holds 2,677,293 shares of the Registrant's common stock (the "Dolma Shares"). The Original Report erroneously attributed beneficial ownership of the Dolma Shares to the Reporting Person. Pursuant to an arrangement put into place on October 22, 2025, Dolma's investment committee holds voting and dispositive authority over the Dolma Shares. Pursuant to Dolma's policies and procedures, Mr. Gocher does not participate in any matters with respect to the Dolma Shares. Restricted Stock Unit ("RSU") award under the issuer's 2025 Omnibus Equity Incentive Plan, which vest in two equal installments over a one-year period. Each RSU represents a contingent right to receive one share of the issuer's common stock.
RSU grant 50,000 shares Restricted Stock Unit award on January 6, 2025
Shares held by Dolma Impact Fund 2,677,293 shares Common stock directly held by Dolma Impact Fund
Gocher holdings after transaction 50,000 shares Total Fusemachines common shares directly owned after RSU grant
Transaction price per share $0.0000 Reported for the 50,000-share RSU grant
Transaction date January 6, 2025 Date of RSU award to Timothy Gocher
Arrangement date for Dolma authority October 22, 2025 Date Dolma investment committee assumed voting and dispositive authority
Restricted Stock Unit ("RSU") financial
"Restricted Stock Unit ("RSU") award under the issuer's 2025 Omnibus Equity Incentive Plan, which vest in two equal installments over a one-year period."
2025 Omnibus Equity Incentive Plan financial
"Restricted Stock Unit ("RSU") award under the issuer's 2025 Omnibus Equity Incentive Plan, which vest in two equal installments over a one-year period."
beneficial ownership financial
"The purpose of this amendment is to correct the beneficial ownership of securities disclosed in the report filed by the Reporting Person..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
voting and dispositive authority financial
"Pursuant to an arrangement put into place on October 22, 2025, Dolma's investment committee holds voting and dispositive authority over the Dolma Shares."
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gocher Timothy Edward

(Last)(First)(Middle)
C/O FUSEMACHINES INC.
200 WEST 41ST STREET, 21ST FLOOR

(Street)
NEW YORK NEW YORK 10036

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Fusemachines Inc. [ FUSE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
01/08/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock(1)01/06/2025A50,000(2)A$0.00(3)50,000D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The purpose of this amendment is to correct the beneficial ownership of securities disclosed in the report filed by the Reporting Person with the Securities and Exchange Commission on January 8, 2026 (the "Original Report"). Dolma Impact Fund ("Dolma") directly holds 2,677,293 shares of the Registrant's common stock (the "Dolma Shares"). The Original Report erroneously attributed beneficial ownership of the Dolma Shares to the Reporting Person. Pursuant to an arrangement put into place on October 22, 2025, Dolma's investment committee holds voting and dispositive authority over the Dolma Shares. Pursuant to Dolma's policies and procedures, Mr. Gocher does not participate in any matters with respect to the Dolma Shares.
2. Restricted Stock Unit ("RSU") award under the issuer's 2025 Omnibus Equity Incentive Plan, which vest in two equal installments over a one-year period.
3. Each RSU represents a contingent right to receive one share of the issuer's common stock.
/s/ Timothy Edward Gocher07/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)